Ravelin Properties REIT’s proposed $1.1-billion takeover by Clarke Inc., has received the required unitholder and debentureholder approvals at recent special meetings.

Unitholder support only narrowly exceeded the threshold needed for approval.The arrangement proposal received support from about 69% of votes cast by REIT unitholders present in person or represented by proxy, only modestly above the two-thirds approval threshold required to pass special resolution.

Meanwhile, holders of the REIT’s outstanding convertible debentures overwhelmingly backed the transaction, with 98.2% of the aggregate principal amount represented at the meeting voting in favour. Debentureholder approval also required support from at least two-thirds of votes cast.

The arrangement is expected to become effective on or about Firday subject to final approval from the court, approval from the exchange and satisfaction or waiver of customary closing conditions. A final order hearing before the Ontario Superior Court of Justice (Commercial List) was scheduled for Wednesday.

Clarke has agreed to acquire Ravelin Properties REIT in a transaction valued at $1.1 billion, including debt, through a court-approved plan of arrangement.

The deal will see Clarke acquire all outstanding units and debentures of the REIT, creating a combined entity with a pro-forma-value of about $1.7 billion. The transaction is expected to close in the second quarter of 2026, subject to unitholder, debenture holder, court and stock exchange approvals.

Previously, Clarke said the acquisition will provide immediate liquidity to Ravelin stakeholders while strengthening the combined company’s scale and diversification.

Ravelin’s board backed the agreement following a strategic review driven by financial challenges, including debt defaults and ongoing capital needs.

If the deal closes as planned, Ravelin unitholders and debentureholders will receive Clarke shares, with debenture holders receiving a significant premium based on recent trading prices. Clarke expects to issue about 2.5 million shares, leaving existing Clarke shareholders with roughly 83.8% ownership of the combined company and former Ravelin securityholders with about 16.2%.

Ravelin was previously known as Slate Office REIT before a boardroom battle due to excessive debts and a low unit value led to the entity being rebranded and former asset manager Slate Asset Management ceasing its involvement with the REIT.

Both Ravelin and Clarke are based in Halifax.

Ravelin owns and operates a portfolio of commercial real estate assets across North America and Europe, with much of its portfolio leased to government and investment-grade tenants.

Pictured: Ravelin property in Moncton, N.B.

Photo: Ravelin Properties REIT

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